Common use of Applications of Proceeds Clause in Contracts

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, the Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Obligor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party Series C Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then fifth to satisfaction Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value of the ObligationsSeries B Preferred Stock at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1810% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor each Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel in enforcing their its rights hereunder hereunder, defending rights as against third parties, and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) shall pay to the Obligor respective paying Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are is legally entitled, (i) the Obligor proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Rate”)Interest rate, and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, the Obligor Company waives all claims, damages and demands against the Secured Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by any the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Obligor Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Obligor Debtors that do not arise under the Promissory NoteSecured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party Parties in enforcing their rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties based on their then outstanding principal amount of the Notes, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceeds. Upon any realization of any such proceeds by a Secured Party, such Secured Party shall promptly notify in writing the other Secured Parties along with an accounting of the distributions of such proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithParties.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party Agent in enforcing their the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Debentures at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceedsproceeds or to such other party as required by law or judicial proceeding. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1812% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor each Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Lender's Agent in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties and Lender's Agent shall pay to the Obligor Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Company will be liable for the deficiency, together with interest thereon, at the Default rate of 18% per annum set forth in the Note (the “Default Rate”"DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Party Lender's Agent to collect such deficiency. To the extent permitted by applicable law, the Obligor Company waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary and reasonable costs and expenses incurred by any Secured Party Lender's Agent in collection of the Obligations shall be borne exclusively by the Obligor Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Lender's Agent to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties PRO RATA in accordance with their respective percentage of the outstanding principal and interest on the Notes. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Obligor Company that do not arise under the Promissory NoteSecurities Purchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor Company waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties pro rata in accordance with their respective percentage of the Convertible Debenture. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Obligor Company that do not arise under the Promissory NotePurchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party Agent in enforcing their the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties and holders of the notes issued in the May 2018 Financing (based on the aggregate amount of principal and interest outstanding on the Notes and notes issued in the May 2018 Financing at the time of any such determination pursuant to the Intercreditor Agreement), and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties and holders of the notes issued in the May 2018 Financing are legally entitled, the Obligor Debtors will be liable for the deficiency, together with interest thereon, at the rate of 1824% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties and holders of the notes issued in the May 2018 Financing to collect such deficiency. To the extent permitted by applicable law, the Obligor each Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.”

Applications of Proceeds. The Subject to the terms of the Intercreditor Agreement (as defined in the Note), the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs reasonably incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party in enforcing their the Secured Party’s rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are is legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the default rate of 18% per annum set forth in the Note (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Obligor Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Party as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties (or Collateral Agent) in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties (or Collateral Agent on their behalf) shall pay to the Obligor Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are Parties is legally entitled, (i) then the Obligor policies shall be allowed among the Secured Parties in proposition to the amount outstanding under each Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the Default Interest rate of 18% per annum (as defined in the “Default Rate”Notes), and the reasonable fees of any attorneys employed by the Secured Party Parties (or Collateral Agent on their behalf) to collect such deficiency. To the extent permitted by applicable law, the Obligor Company waives all claims, damages and demands against the Secured Party Parties (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. . (a) All ordinary costs and expenses incurred by any the Secured Party Parties (or collateral Agent) in collection of the Obligations shall be borne exclusively by the Obligor Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Parties to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party Parties to the Obligor Company that do not arise under the Promissory NoteLoan Agreement or that are not participated in by the Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The In the event of an Event of Default and the subsequent disposition of Collateral by the Secured party, the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party in enforcing their the Secured Party’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Party (based on then- outstanding principal amounts of Note at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are is legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum Default Rate described in the Loan Agreement (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Obligor each Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Party as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are is legally entitled, the Obligor will be liable for the deficiency, together with interest thereon, at the rate of 1815% per annum (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Obligor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. . (b) All ordinary costs and expenses incurred by any the Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by the Secured Party to the Obligor Company that do not arise under the Promissory NoteLetter Agreement or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, ------------------------ lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro-rata in proportion to each Secured Party's initial purchases of Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the rate of 1810% per annum or the lesser amount permitted by applicable law (the “"Default Rate”"), and the reasonable fees of ------------ any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Parties. Upon the receipt of any proceeds hereunder by a Secured Party. All ordinary costs and expenses incurred by any , such Secured Party shall, upon receipt of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Debenture or otherwise, or of any check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in collection of trust for the Obligations other Secured Parties and shall be borne exclusively by the Obligor includingforthwith endorse and transfer any such sums or instruments, without limitationor both, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by to the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making Parties in such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithamounts as is required hereunder.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are Parties is legally entitled, the Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. Parties. (a) All ordinary costs and expenses incurred by any Secured Party Parties in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Parties to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party Parties to the Obligor Company that do not arise under the Promissory NoteLoan Agreement or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro-rata in proportion to each Secured Party's initial purchases of Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the rate of 1810% per annum or the lesser amount permitted by applicable law (the “Default Rate”"DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Parties. Upon the receipt of any proceeds hereunder by a Secured Party. All ordinary costs and expenses incurred by any , such Secured Party shall, upon receipt of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Debenture or otherwise, or of any check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in collection of trust for the Obligations other Secured Parties and shall be borne exclusively by the Obligor includingforthwith endorse and transfer any such sums or instruments, without limitationor both, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by to the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making Parties in such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithamounts as is required hereunder.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party Agent in enforcing their the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Debentures at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party Parties shall pay to the Obligor Debtor any surplus proceedsproceeds or to such other party as required by law or judicial proceeding. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties are legally entitled, the Obligor Debtor will be liable for the deficiency, together with interest thereon, at the rate of 1810% per annum or the lesser amount permitted by applicable law (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party Parties to collect such deficiency. To the extent permitted by applicable law, the Obligor Debtor waives all claims, damages and demands against the Secured Party Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by any Secured Party in collection a final judgment (not subject to further appeal) of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by Secured Party to the Obligor that do not arise under the Promissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewithcompetent jurisdiction.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing their its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are is legally entitled, the Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “"Default Rate”"), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Obligor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by any Secured Party in collection of the Obligations shall be borne exclusively by the Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties pro rata in accordance with their respective percentage of the then outstanding Preferred Stock. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Obligor Company that do not arise under the Promissory NotePurchase Agreements or that are not participated in by all Secured Parties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith.